Exhibit 10.1
ORTHOFIX MEDICAL INC.
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This AGREEMENT (the “Agreement”) is made and entered into as of January 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Julie Andrews (the “Executive”).
RECITALS
WHEREAS, the Executive is expected to make significant contributions to the profitability, growth and financial strength of the Company;
WHEREAS, the Company believes that it is important to provide the Executive with severance benefits upon certain terminations of employment to provide the Executive with enhanced financial security and incentive and encouragement to remain with the Company;
WHEREAS, the Company recognizes that the possibility of a Change in Control (as hereinafter defined) and the uncertainty that it would cause could result in the departure or distraction of the Executive, to the detriment of the Company and its stockholders; and
WHEREAS, the Company desires to encourage the continued employment of the Executive by the Company and wants assurance that it shall have the continued dedication, loyalty and service of, and the availability of objective advice and counsel from, the Executive notwithstanding the possibility, threat or occurrence of a Change in Control;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Notwithstanding this definition of “Change in Control,” the Board, in its sole discretion, may determine that a Change in Control has occurred for purposes of this Agreement, even if the events giving rise to such Change in Control are not expressly described in the above definition.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first above written.
ORTHOFIX MEDICAL INC.
By: /s/Massimo Calafiore Massimo Calafiore |
EXECUTIVE
/s/Julie Andrews Julie Andrews |